Lonely Hearts
by MelodyWinters
Summary: He lived a life of solitude. She wished to escape the chaos of typical New York daily life. But when the pair cross each others path a connection that even Leather Head can't escape, grows. When an accident occurs, Leather Head is forced to make a drastic decision, risking breaking the bond he had created with the sewer worker. 2k3 version
1. Prologue

Prologue

 _Screaming. So much screaming!_

 _Leather Head stood, vibrating and confused as he stared ahead, his gaze shifting between the openings of the three sewer tunnels before him. He felt his heart race and his head throb as he desperately tried to choose which tunnel will take him towards the cries for help that flooded his ears. A flicker of movement to the left had him racing towards the first tunnel. No amount of stealth could disguise his oncoming as his feet sloshed through the water, nor did he try to be discreet. Time was his enemy._

 _The scene before him had him stopping in his tracks when he neared the head of the tunnel. So much carnage. He felt the thick taste of bile rise in his throat. It was the mutant monster; half man, half some kind of grotesque insect he could not quite distinguish. It's enraged scream echoed through the tunnels, so shrill Leather Head clamped his large hands over his ears. In front of the creature was a man, normal and terrified, begging for his life. Leather head sprang forward, teeth barred, dangerous claws ready for battle. He didn't get far. Out of the darkness a swarm of bugs appeared, forming a barricade, blocking him from any rescue. He tried to march through them, but they pounced, knocking him to his feet with incredible force. He rolled, bucked, desperate to free himself of the invaders, but found himself powerless against their combined strength._

" _Leather Head! Help me!"_

 _He swung his head around, and found himself starring into the man's face as the creature reached, picking up the man in it's pincher claws before lowering its salivating mouth to his neck. The victim turned, quickly staring directly at Leather head, his eyes dark and accusing._

" _How could you let me die!" he screamed._

"Nooooo!"

Leather Head shot upright so quickly his head spun. He found himself on the floor, in a tangle of flannel blankets, his heart pounding so hard, the irrational part of him was scared it would burst through his chest. His eyes focused and only when he finally convinced himself he was indeed in his lair, not in the thick of the tunnels, pinned by an army of bugs, did he dare move. He removed the blankets that wrapped around his legs and torso, tossing it aside. Slowly, he rose to his feet and instead of going back to bed, he made his way through the darkness towards the kitchen. Sleep was the last thing he wanted, for fear that the scene would return, replaying itself over and over. He made his way to the kitchen table, pulling the metal chord of the lamp that stood in the centre, lighting the room in its soft florescent glow. Next, he went to the cupboard, selecting the tea leaves, a special blend, he had received from Splinter. The Rat had promised him of the calming abilities of the mix of leaves and herbs. He prepared it exactly as he was instructed; one teaspoon, steeped in hot water for two to three minutes. He returned to the table, settling into one of the chairs with the warm cup held tightly between his tensed hands. Two cups later, and time meditating on past conversations with Leonardo, remembering his words, his techniques he learned from The Ancient One on how to harness his own out of control emotions and thoughts, he felt somewhat more settled. A long sigh escaped him as he pushed the cup away from him. He hadn't had _that_ dream for some time now. Out of all the nightmares that plagued him, that one bothered him the most, stung through his thick skin.

He recollected what he done the day before, desperate to figure out what could have brought the memories to the surface. He had smartly declined Michelangelo's offer to watch his Monster marathon from his vast DVD collection. He had passed on Raphael's invite for a few rounds of friendly sparring. He even shrugged off Donatello, refusing to go over notes and samples of their latest project. He had felt on edge, more so than usual and he had no idea what brought it on.

Then it hit him. He remembered the faint smell of oranges and cantaloupe, that had greeted him as he travelled the tunnels earlier that day, scavenging for anything that could possibly be useful to him. He had recognized the scent from before. It was the calling card for one of the sewer workers he had a few chance near run ins with in the past. And it was a direct connection to his dream. For it was more than a random nightmare brought to life by a cloud of dark and sinister. The man had been real. The whole scene, for the most part had been _real_. He was there when the mutant, an unfortunate result from Baxter Stockman's viral outbreak, terrorized the tunnels. He witnessed him take down a man and was powerless to do anything in time to stop it.

He pushed his chair from the table and stood, picking the tea cup and carried it to the sink. After he rinsed it out and placed it upside down on a towel to dry, he placed his hands firmly on the counter, bowed his head and closed his eyes, trying to block out everything around him.

"I'm sorry," he whispered, in memory of the fallen man, feeling no solace in his own words. He sighed heavily and went to his living room, crossing the floor, stopping when he was facing one of the two book shelves pressed firmly against the brick wall. He raised a hand to one of the line of books, skipping over the physics and chemistry texts, reaching directly for a certain hardcover. He carried it to his favourite recliner, sinking against the soft material. The book automatically fell open to a certain page, a poem he had read many times before. Through out the beautiful and lyrical words, it told a short story based on a warrior and how, despite the grimness of war, had managed to see the light. A light that kept him from sinking into that certain darkness only the evils of war could conjure. Leonardo had shown him the book of poems and short stories, and gave it to him as a gift. He taught him how to search for peace and meaning within the words, and use it to help him understand that, they were much more than just prose of fiction. That, in life, there is light beyond the darkness and that he just had to learn ways to see through the haze.

He read the stories over and over again, loosing all sense of time until the ring of his shell cell broke the silence. He placed the book aside and returned to the kitchen once more, where he left it on the table.

"Hey, L.H. Care for some company?"Donatello's voice carried over the conection. "I'm trying to figure how to get this new gadget to work that I have planned for the battle shell...But Mikey keeps on insisting I make it bigger.. and cooler. Needless to say, nothing is getting done."

A light chuckle rose from Leather Head's throat and he smiled as he envisioned the scene of the turtle brothers. Perhaps a visit from his dear friend would be the distraction he needed.

"Yes my friend. Company would be good."


	2. Chapter 1

Authors note:

It has been so long since I posted I forgot an authors note earlier. Shame on me. I know I have been on hiatus far to long when. I am currently on mat leave and totally taking advantage of being a stay at home mommy again to get back to writing. I have plenty of old abandoned stories to brush up on, so I am hoping to hang out here for some time. I want to thank Mikell for giving me the push to get back into the groove and for being my patient beta. Love ya lady!

Take care and happy reading!

** I am totally borrowing the characters we al know and love. I have no ownership what so ever. Pity.

Chapter 1

Amelia Shepard started her morning like any other; a warm cup of coffee clasped between her hands, a small bowl of oatmeal topped with honey and blueberries cooling on the folding table before her. She sat on her chair and wrapped a purple mink blanket around her shoulders. A comical sitcom was on the television, one of those older cheesey ones for those who were foolishly up at four in the morning. She watched the screen through haze filled eyes until she felt a gentle nudge against her calf. The young woman sighed, raking her fingers through her dark brown mane. A soft meow drew her attention to the floor to her left, where a hefty grey feline sat, blinking tired green eyes at her.

"Silly kitty," she murmured affectionately, leaning over to scoop up the cat and placing her in her lap. "You should be in bed Rosie. It's far too early for you to be up." She closed her eyes, enjoying the rumbling purr that sounded from Rosie's throat until the annoying toll of her alarm clock warned her of the time. Groaning, she finished the last of her cooled coffee. She pushed the feline out of her lap, watching Rosie leap to the floor, lengthening herself into a full body stretch before disappearing into the bedroom. Amelia moved her dishes to the sink before going to the bathroom, where she grabbed a quick shower, mentally preparing herself for another day of work at the City Sanitation Department. It wasn't glamorous work however, in a twisted way she kind of looked forward spending her days in the sewers. More so because it hide her away from the city and its problems.

She stepped out of the billowing steam, wrapped one towel around her full frame and another around her dripping hair. Quickly she went to her room where a pair of black yoga pants and grey t shirt laid waiting on her dresser. Once dressed, she sat on the foot of her bed brushing her hair, staring out her window. Fresh fallen snow covered the ground below, and she watched as the people, dressed in warm coats and hats, dash along the sidewalk. The lights already dimmed on the cities Christmas decoration that adorned lamp posts and building sides. A sad frown flickered across her face as she seen a fellow New Yorker bustle towards a taxi, multi coloroed wrapped presents sticking out of the bag she carried in her hand. This holiday season was comming alive everywhere she looked, stirring up a sense of lonelyness she so desperatly tried to avoid. But the candy stripped bows, glittering wreaths, faux reindeer and Santa Clauses was all an unbearable reminder that she would be alone for the holidays.

Standing, she went to her dresser, placing her brush next to a beautiful pewter frame, encasing a picture of a smiling man, sitting in a recliner.

"Well, I'm off to save the city from clogged sewer drains and faulty pipes." Her father used to joke how the sewer workers were the eyes and ears for trouble beneath the streets.

 _You got to be positive, Amelia. It may be a dirty job, but its an important one_.

She sighed, tracing a finger along the edge of the frame. "I miss you, daddy," she whispered before leaving her bedroom.

The loud jingle of her cell phone, alerting her to an in coming call, filled the air unexpectedly, causing her to startle. Laying on her side on the soft mattress, she reached for her phone from its place on her night stand. After verifying the name, she pressed answer, a small smile on her lips. It was her brother and fellow coworker.

"Morning Max."

"Morning!" he practically shouted from the other end sounding way to fresh and energetic for five thirty. "I'm just leaving my place. Wanna lift to the office?"

"Yes please. I'll be waiting."

She hung up the phone and finished tying her hair into a bun. She slipped into a pair of warm winter Sorrel boots and a thick wollen coat before heading to the apartment's entrance. She stood just inside the door, waiting until Max's Jeep pulled up to the curb. The second she jumped in the passenger seat, she was enveloped in the aroma of fresh coffee from their mutually favorite coffee shop.

"You brother dear...are amazing, you know that," she yawned, curling her fingers around the base of the cup, lifting it to her lips.

"I have been told that on numerous occasions," he chuckled, his lips curled into a smirk. She reached over, giving him a good nature fist to his shoulder.

"I bet you have," she returned.

"So we have our work cut out for us this morning," he continued as he turned up one street and down another. "Boss man called all ready."

Amelia sighed, leaning into the back of her seat. "Yeah. I caught the news this morning. I guess it's a mess on the south side."

Max nodded. "Yeah. And the dynamic duo has been called to the job."

Amelia rolled her eyes."Yay us," she cheered flatly, pumping her fist in the air and lacking enthusiasm.

"Ah, come on Ams. Admit it. There is nothing like the smell of fresh sewage first thing in the morning."

"I beg to differ," she snorted as the Jeep pulled into the parking lot. After a quick ten minute check in with the office another fifteen spent gathering gear and retrieving the service truck, they were back on the road.

"Well...this is going to be...not fun at all," Max lamented once they were standing in the sewer tunnel.

"And you were the one all pumped to get started with the fresh smell of sewage," Amelia shot back as she let go of the ladder. She stepped down onto the damp cement and frowned. After a quick inspection, they organized a plan and set to work.

After securing her two way radio to her belt clip, she tossed her equipment bag over her shoulder and took the tunnel to her right. Max went the opposite direction, staying a close distance.

Amelia picked her spot and set to work cleaning out a clogged storm basin. She lost all track of time, humming the tunes to her favorite songs. Suddenly, a scrapping sound echoed threw the tunnels nearby, causing her to turn her head in its direction. The light from her helmet lamp shone before her, casting an eerie yellow glow on the walls. At first she didn't see anything and was about to curse her imagination when one of the long shadows shortened, pulling back into the darkness. She gasped at the unexpected movement. She wasn't surprised that she wasn't alone in the tunnel. She had run into her fair share of sewer rats and on fewer occasions, a random homeless person. She didn't mind their presence; this was their territory, not hers. She kept her instincts sharp and on the alert. In her three years of experience she have never had her life threatened. Luckily. However, she had heard stories float around the office about creatures in the sewers. Big and scary. They had lost a few good men at one time or another. Including her own father.

"Looks, like I'm not alone," she said loudly, alerting whatever lurked in the shadows that she was fully aware of their presence. "Don't worry," she called out. "I'm just here doing my job. I will be out of your way soon enough. I hope."

Once she could feel that she was safe, she returned to work, cramming her pry bar into some particularly stubborn bits of was decidedly safe, she returned to her work, prying on some stubbornly bits of garbage that clung to the drain.

"Come on," she muttered, feeling the muscles working in her arms as she struggled to pull the debris free. She gritted her teeth and yanked harder. The debris suddenly gave way and she stumbled backwards, losing her balance and falling to the ground. A small grunt escaped her throat as she landed, followed by a soft curse when her helmet light flickered off. She heard the thick thud of her two way radio hit the floor somewhere to her right. The disappointing crack promised that the device hadn't survived the fall.

"Not cool," she muttered, slowly rising to a sitting position. She brought her hands to her helmet, adjusting the flashlight. Somewhere in the distance, she heard footsteps; slow and heavy.

"Max, can you help me? I lost my radio and my flashlight took a jolt." No one answered. "Max? It isn't funny you know," she called out, struggling to keep the waver out of her voice. What answered her was a dull scrape against stone and a faint shuffling sound. Her heart quickened to a choppy gallop and her stomach turned in tight knots. Someone or something was out there and it wasn't her brother.

"Okay...okay...whoever is there, I'm just trying to do my job. I will out of here as soon as I clean things up and make it safe and sound." She felt the icy fingers of fear claw along her spine. Being without her flash light was one thing, but being without her radio and flashlight was another. She had no way of seeing, and no way of calling for help.

"Do...do not be afraid."

The soft voice came in almost a low, cautious whisper. She gasped, her thoughts momentarily taken away from her predicament.

"Who is there?" she called out, her voice sounding tight and forced. Desperately she strained her eyes, trying to pierce through the pitch blackness of the tunnels. She couldn't make out a single outline. A thin line of perspiration laid a damp trail, starting from her forehead. She heard more shuffling before he spoke again.

"I will not hurt you. Please, do not panic."

"Right. Don't panic," she mimicked, darkly. Holding her breath, tapped the end for the battery. "Come on. Turn on, damn you!" she muttered.

"I can help you," the darkness spoke again. "If you like."

"I don't mean to be rude, or anything, but...how can you see? There isn't a shred of light. How can you possibly see anything?"

"My sight is efficient enough. Please, pass me your helmet."

Amelia hesitated, sceptic of the stranger. _It's no good to me if I can't get it on anyway_ , she decided, removing the helmet from her head.

"Umm...where are you?" .

"Toss it directly in front of you," the voice guided

Shrugging her shoulders, she tossed it a few feet before her. Within a few minutes, she felt something knock against her leg, startling her, followed by the sounds of retreating feet. Her fingers found the top of the helmet, and followed along the smooth sides till she found the on button for the flash light. Instantly fluorescent light filled the tunnel and she quickly searched for however it was that helped her.

"Umm... thank you,"she stammered. _I wonder where my radio is?_

Rocking back on her heels, she raised to her feet, sweeping her gaze over the area she was sure she dropped the radio. She took a few steps forward, moving her head, sweeping the light across the floor, only to find nothing.

Assuming the mysterious stranger claimed the broken electronic for himself, she decided to let it go. After all, he helped her it was the least she could do. She would just have to listen to the boss complain how it is the third radio she had lost or destroyed in less than a month.

"Hello? Can I at least have your name?" There was a long stretch of silence, but she knew he was still there. She could feel his eyes peering from the shadows. "Okay. You're shy. I will start. My name is Amelia."

She waited patiently for a response. She heard a heavy sigh before he finally answered her.

"My name..." There was a long drawn out sigh."My name... is Leather Head."


	3. Chapter 3

Authors note:

Sorry for the long update! Life got a bit crazy ( with 4 kids, a hubby, 2 dogs and a horse life will tend to do that lol) Thank you to all those that are following and reading. It's encouraging to keep this story rolling. All my love to you all!

I do not own TMNT in any way, shape or form. Sadly.

Chapter 2

 _What was I thinking? I should never have made my presence known. I put myself at high risk of being seen._

Being seen. His whole life he avoided contact with humans with April and Casey as the exceptionsHe had seen what they did to things they did not understand first hand. It was careless of him to even speak to the woman.

At Donatello's request, he had ventured out to the tunnels to check for damages to their hidden surveillance system. Leather Head had discovered a nasty break in the wiring and was in the process of repairs when the sewer workers entered the tunnel, blocking his only way back to the lair. He was at the mercy of the woman and he felt anxious, hoping she didn't discover what he really was.

And she didn't. She knew he was there and she had respected his space. This surprisingly intrigued him. He never met a human that was willing to just let things _be_. He allowed her image drift into his memory, and he closed his eyes. He pictured her short, full figured woman, her dark intelligent eyes that peered from behind a pair of glasses, and the wisps of stray brown hair that escaped from under her helmet.

He shifted uneasily in his chair, turning to the remains of the broken surveillance camera. He wanted to think of something else. _Needed_ the distraction. Wires hung precariously from inside the broken casing, the lens was cracked and buttons of the front had been dislodged and gone. Within minutes, he had spliced the wires back to operational condition and pieced the broken shards of plastic back into place. Holding his breath, he pressed the ON button and slowly a green light winked to life. A sigh of relief escaped him as he placed the camera on the table top. The task had sufficiently refocused his mind, but only momentarily.

He reflected back to their conversation. While he worked quickly and diligently, he kept up their conversation from the shadows. His survival instincts screamed; _be quiet! Stay hidden!_ However, he felt a strange, unexplainable sense of ease with the woman. She talked to him gently, even when he didn't reply. She rambled on about the news; rather complained actually. He found her intelligence refreshing as she gave him a run down on the bacteria that breed in the dank crevasses in the sewers as part of her campaign to help encourage him to find a cleaner sanctuary. And when she wasn't talking to him, she sang quietly to herself. Her voice was slightly off key, but he enjoyed it nonetheless.

 _Get your head out of the clouds, you old fool. Don't even entertain the idea of some sort of friendship. She would never understand your appearance if she discovered what I am._

Sadly, he shook his giant head when the sharp ring tone suddenly sounded from his shell cell. He opened it and was greeted by Donatello's friendly voice.

"How did you make out today, LH? I haven't heard from you? I still can not get on the surveillance cameras on that end."

"I assessed the damaged that occurred during the storm. There is unfortunately a fair amount that required immediate attention. I repaired what I could on sight, however I needed alternate equipment. I plan on returning soon to reconnect the camera."

"Everything was clear on the North and East side. I found minor damages on the west end. It wouldn't take me long to fix them. I can come and help you later on."

Leather Head hesitated, contemplating. Under normal circumstances he would gladly accept his friends expertise. However, this one time, he felt the need to handle things on his own. Besides, he didn't run the risk of both of them being cornered.

"I should be able to have it finished within a few hours. No need of assisting when you have other important detail to attend to," he assured Donatello. Once he was off the phone, he rested his head in his hand.

 _What am I thinking?_

Unable to answer his own question, he went to bed.

Leather Head made a point to leave his lair early, hoping to get to location before the woman. He decided it would be best to stay a distance and not make any form of contact. The tunnels were their usual quiet. Satisfied that he was alone, he set to work repairing the damaged wiring. He was just about finished when he heard foot steps echo through the tunnels followed by the sweet mango scent. The same scent that wafted off Amelia's hair. His stomach twisted in knots and he fell still, crouching in the darkness. Daring to peek around the corner to reassure himself he still remained a safe distance, he caught a glimpse of Amelia. She placed her equipment bag on the ground, searching through it until she found the proper tools she required. Singing softly, still slightly off key, she went to work, seemingly oblivious to his presence.

He wasn't sure how long he stood there watching. He told himself it was to simply keep an eye on her, but something deep within his heart told him other wise. It wasn't until she stopped working, wiping an arm across her brow to wipe away the perspiration that he felt an urge to flee. He took two steps back, deeper into the shadows away from her, but still keeping her in his sights. He watched as a small smile curled the corner of her lips.

"Am I alone today?" she called out. "Or are you hiding in the dark again?"

She moved her head, allowing the light to sweep across the brick. She took a few steps forward as she surveyed the area. Leather Head held his breath, hoping she kept her distance. He placed her hands on her hips as she walked a small circle, before she came to a stop in front of her equipment and knelt. He watched, cautiously as she dug through the bag until she withdrew her hands, holding a medium sized plastic bag.

"I was hoping you would be here. I brought you a treat." She paused as if waiting for him to appear. Her dark eyes flickered to the left then to the right, and she leaned slightly at the waist as she listened. "It's cookies. I made them last night. I thought it would be a nice way to repay you for fixing my light." She held the bag higher. He could see the oatmeal raisin cookies, as well as smell them. It reminded him when April would treat the turtles to home baked goods. Her apple crisp was a favourite of his.

 _Don't be a fool. What if it's a trap. What if she was secretly sent her by Bishop as some sick plot to gain your trust, only to have him barge in and take you back to that horrid place._

He stepped back further, knocking over his tool box in the process. He winced, hoping that there was some way she didn't hear him.

But there she was, staring in his direction, a slight look of disappointment now on her face. He froze as she took a few more steps in his direction, stopping just a few feet from the opening of the tunnel he was prisoner in. She crouched, placing the bag on the driest place she could find on the ground, her eyes never leaving his direction. Slowly, she stood and retreated back to her bag.

"These are for you. One good deed deserves another. My intentions are no other than treat you to something yummy." Her radio crackled to life, and a males voice came across the connection. "Yes, Max. I am done here for now. I will have to come back later...Yes...Frank's sounds good...and it's your turn to buy dinner, big bro."

Cutting the connection, she finished gathering her things. Slinging the bag over her shoulders, she turned to leave before stopping.

"Have a good day, Leather Head. The sun is shining bright and is warm. If you get a chance, you should go and enjoy it. I hope to see you later." She followed up her wave with a smile. Then, she was gone.

Leather Head breathed a heavy sigh; a mixture of relief and frustration. His eyes fell onto the bag of cookies, and he stared at it contemplating. The paranoid side of him said to leave it, but the gentler side urged him to be respectful and take it. A large rodent scampered from the nearby darkness, stopping momentarily, raising it's nose to the air. The rat pitched forward once more, towards the cookies, clutching the plastic in it's gnarled claws, earning itself a warning growl from the croc. Not about to let the filthy creature make off with Amelia's offering, he chased it away. Bending over, he scooped up the bag in his giant hand and headed back to his lair.


	4. Chapter 4

.

AN

First of all, I deeply apologize for the late post. My lap top has been on the fritz and been horribly temperamental. Secondly, thank you to all you beautiful readers who are sticking with me! Thank you if you reviewed, followed or simply just read this story so far. Most of all thank you for your patience! There is a bit of a ride left to go through, so I do hope you stick around!

Big thank you to Mikell for beta reading on the fly. If it wasn't for you, this story may still be just bottled up in my chaotic mind. Love ya lady!

Chapter 3

Amelia cursed softly under her breath as she inserted the apartment keys into the lock. A long day at work left her tired and longing for a generous glass of the wine that waited for her in the fridge. Once she heard the click of the deadbolt, she let herself in, stepping across the threshold and slipped her feet out of her boots. A sigh of relief to be free from the cumbersome foot wear passed her lips as she made her way to the kitchen. Instinctively, she moved around the room without the aid of light and retrieved a glass from the cupboard. Once she filled it with the beverage she craved, she continued to the bathroom feeling the need for a long hot bath. She knelt beside the tub, turning the knobs, releasing the water. She retrieved a bottle of lavender scented salts and sprinkled them inside the tub. Once her bath was to her satisfactory, she shed her clothes, discarding them in a pile at her feet before easing herself into the water. Instantly she felt herself succumb to the warmth and she closed her eyes as she slid deeper into the water. She reached for her glass, raised it to her parched lips and took a long haul, enjoying the warmth of the liquid as it slid down her throat.

 _What a day_ , she thought to herself. _Actually, what a week._

She thought of the new allusive acquaintance she had met. She had grown accustomed to his ghostly presence and, oddly, looked forward to meeting him again. Part of her warned her to be cautious, and ignore him. Especially when she was alone. But, another part, deep within her heart made her feel strangely at ease with him. There was a certain kindness and vulnerability in his voice that comforted her. He had shyly thanked her for the cookies and she made a point to bring him a treat with her to share. The woman was intrigued with the stranger and just once she wished she could meet him face to face.

 _And then what?_ Even if she had the opportunity to finally meet him, what did she expect to happen.

"Don't be silly, Amelia," she muttered to herself. _It's not like we can be friends. At the rate Max is pushing us, we will be finished the repairs that is required tomorrow and I will have to move on. I doubt I will get the chance to talk to him again._

She frowned at the thought. Ever since her father disappeared, she had pulled away from everyone she knew. Max was the only person she kept in her life. The prospect of at least one friend shone a small glimmer of light in her lonely heart.

And she did consider him, in a way, a friend.

The last time she stumbled across Leather Head, she initiated an actual conversation. She told him all about the TV shows she frequently watched. When she brought up her favorite, the Discovery channel, she gained his full attention, and he easily got pulled into a heavy conversation on genetics. He knew allot on the subject which only feed her curiosity as to who he really was. She told him she was working to pay her way through university and how she had spent the last three and a half years working on a science degree majoring in biology, minoring in physics. She admitted that she found her efforts trying to balance a life of work and school draining and she debated on taking some time off from her studies. After her father passed especially she lost her drive. Amelia was surprised when he encouraged her to continue with her plans, that education is a valuable tool. The fact that he seemed excited about her future, solidified the fact he could be someone she would like to get to know better.

 _I better make the best of my last day. That is if I do get to talk to him again. I should do something extra nice._

An idea instantly bloomed in her mind. Excited, she reached for the towel she had placed within an arms reach and emerged from the tub. She wrapped herself in the fluffy material, abandoning her empty glass and headed to the living room with a plan in mind.

 _VVVV_

Leather Head sighed heavily as he finished the remaining repairs to the surveillance system. He was disappointed in himself with how long he took to do such a task, however he felt validated. He hadn't been exactly focused on the busted cameras and damaged wires. And even as he worked, his thoughts still drifted to her, even in her absence. It had been two days since he seen her last and oddly enough he felt alone. She had surprised him with her depth of scientific knowledge and how easy it was to carry a conversation with her. He didn't realize how much time passed with little work done. But he found it a refreshing change to discuss a topic of interest with someone other than Donatello.

Now, he worked alone, in quiet. He found himself pausing momentarily at random intervals, straining to listen for her familiar foot fall, raising his snout, testing the air in hopes to catch her mango scent.

 _She can't be in the sewers at all times, even though she had taken longer than usual to clean up the mess in that one particular area._

Once he heard the faint hum of the camera coming to life, he gathered his things, satisfied with the job finally done. He wanted to go home, to loose himself in his research and forget about the woman that he foolishly allowed to get his attention.

He took the long way home, using the south tunnels. He didn't have too. But some part of him hoped to catch one glimpse or hear the off tone of Amelia. He was surprised how heavy the disappointment weighed in his heart when he found them, indeed, empty. But, there was something. The mango shampoo scent hung in the air, like aged dust. He took a tunnel to his left, stopping abruptly when something caught his attention. Amelia, working hard on a piece of pipe. Periodically she stopped, glancing over her shoulder as if she was waiting for someone. He attempted to be quiet in his movements, but his large feet sloshed in the water that covered the sewer floor. Instantly she turned, a smile on her face.

"There you are," she called out cheerfully. "I hate to disappoint you, but I don't have anything yummy to share today," she apologized as she stepped closer in Leather Head's direction. "But, I didn't come empty handed."

She appeared to wait as if in hopes he would finally step out of the darkness and reveal himself. The very idea made him apprehensive. There would be no way she would accept him. Not a biped crocodile. Humans feared what they did not understand, this he knew. He wasn't ready to jeopardize what appeared to be a growing friendship.

When it was obvious he was not going to do such a thing, she sighed and placed the bag on a pile of loose bricks.

"I hope you like them," she called out before stepping away. When her back was turned, Leather Head quickly advanced, retrieving the bag in his large hands.

"Thank you. This is very kind of you." His voice echoed off the damp sewer walls.

Quickly, she turned, a frown of disappointment tugged on the corners of her mouth.

"One of these days we will have to meet face to face," she told him. "Have a good day, Leather Head. I have to call it a day."

"A good day to you as well," he told her. He watched her gather her tools and depart from her position. Once she was gone, he tuned his attention to the plastic bag. A piece of paper dangled from the top.

 _Dear Leather Head,_

 _I have considered what you told me I should do. And I actually applied to the state university to finish my studies. I once told you that I believe when one gives something , they should gain something as well. You given me the push I needed. In turn, I am giving you my old science text books, and a few of my novels. These are my favorites, but, I had read them cover to cover so many times, I know them by heart. These are yours now._

 _Be safe and I hope we meet again!_

 _Your friend,_

 _Amelia_

Leather Head felt his throat tighten, his breath hitched. He parted the bag and looked inside to find exactly what the letter said he would. He smiled, appreciatively. The text books were basic science, material he already knew, but he was humbled by the generous and unexpected gift nonetheless. Gathering the books, he headed home.


	5. Chapter 5

A/N

Hello once again! Just want to take the time to thank you all that have been patiently waiting for an update. Sorry it took so long :P We ended up taking a trip to the East Coast of Canada for Christmas to visit family and friends for a whole month! Back on the west end and ready to get back into the swing of things.

Hope everyone had a beautiful holiday!

Mel!

ps. sorry for the cliffy in advance.

Chapter 4

Gathering her hair into a loose braid, Amelia prepared for another call to the tunnels beneath the busy city. There was a certain lightness in her step, a flutter of excitement in her belly as she dressed in her coveralls and boots. Perhaps she will get to see her friend again; perhaps not. She had talked to him briefly a few times since she delivered the books. She continued to carry baked treats for him, hopeful that her generosity and friendship would instill a sense of self worth in Leather Head. She wasn't trying to save him by any means. She was far from a hero. But it saddened her to see someone who appeared so brilliant to be wasting away in the sewers. She had asked him once why someone that seemed as well educated as he was would be living the way he was. He polietley told her it was circumstances beyond his control. It wasn't a satisfying answer, but she took it anyway out of respect. She was sure he had his reasons, everyone had their own story. Besides, she was already getting in too deep. Or at least that was what Max told her.

 _Ames, he's homeless! Why are you treating him like hes your best friend or a damn charity case? For all you know he could be some creepy predator just waiting for his chance. I don't like you being alone with him! Have you ever even seen him? Do you even know why he hasn't shown his face to you? And don't you think it strange that he has found you at practically every work site you have been?_

Amelia tolerated Max's dramatic lectures. She knew he worried constantly and she had no idea how to put his concern at rest. She had came upon homeless people before, and strategically avoided them. But there was something about Leather Head that intrigued her. She grinned broadly to herself, content that she had made a difference in someones day, even if it was such a small act of kindness. There was something about him, that made her want to reach out. His mysterious allusive ways? The gentle and calmness in his voice? The fact that he humbly helped her when he could have just ran? She wasn't sure. All she knew was that there was something...different about him.

And, oddly enough she liked it.

"You're not going alone, Ames. Enough is enough," he informed her firmly as they drove to location. "We will work like the team we are. Together."

"Max, it's okay. I appreciate your concern, but I feel that I am totally safe being alone," she told him. However, she seen that determined look in his eyes. She wasn't going to win this war. Giving in, she added, "But, if it makes you feel better, then come along. Maybe, if he is there, he will show himself."

Max's hair bounced as he shook his head.

"If he shows himself and tries to harm you, I am prepared to take care of him," he muttered, patting his chest.

Amelia frowned. She knew his paranoid side forced him to carry a small firearm. She didn't like it, but kept her opinion to herself. They had both heard the stories of what could happen in the sewers. They had seen grown men shrink inside themselves, cower and even go mentally unstable over stuff they seen. She didn't blame him for taking precautions and perhaps she should as well. But she always felt that as long as Max was in the tunnels with her, either right by her side or at a near distance, she felt a solid level of safe.

"Only if things go badly," she told him. "But the chances of meeting him is probably slim. He hasn't been around as much. He probably has moved on."

"Or something else," Max added, his eyes focused on the heavy traffic ahead of them.

"I hope you'r wrong. I will be satisfied believing he found a different place. He's smart Max. I'm sure he can take care of himself."

Max snorted, ending their conversation. They drove for the next five minutes in awkward silence until they reached their assigned area. Wasting no time, they entered the sewers via the man hole cover and travelled the tunnels to the clogged drain that caused concern. As promised, Max stayed next to her, working quietly. Amelia ignored that he was there, humouring him. She glanced around occasionally, hoping to catch a tell tale shadow that her friend was near.

"Dammit. I forgot to bring my soldering gun. There is a broken wire here that should be taken cared of. Do you have one?"

When she told him she didn't, he announced he had to go to the truck. She continued working in his absence, whistling loudly. Suddenly she stopped when she heard something to her left; listening.

"No need to worry. It is just I, Leather Head," came the gentle voice.

A smile instantly appeared on her face. She lowered her arms from the clogged drain, taking a few steps in the direction his voice carried from. Leather Head was close to her. Probably the closest he has ever allowed himself. She strained her eyesight, hoping that for once, she would be able to put a face to the voice.

"Long time, no hear," she said. "I thought you had moved on."

"No. I consider these my tunnels. They are my home."

"I guess where ever you feel safe," she replied. "Oh! I brought you the usual!" Quickly she went back to her bag and pulled out the bag of cookies. She returned, and placed the bag on the driest spot she could find. Before she could take her hands off the bag, a shadow moved. A large rat pounced, digging it's filthy claws deep in her skin. Her surprised shriek carried over the rat's squeal, and she fell backwards, rodent in pursuit. It hissed angerly as it landed next to her, dangerous onyx eyes glared into her own. Fear froze her mind from any form of coherent thinking. She could hear the blood pulsing through her ears like an orchestra of drums. Slowly the rat crept in her direction and she realized she laid between the animal and the food that attracted it. A loud growl erupted from it's throat as it lurched. Instinctively, she closed her eyes and curled into a tight ball, waiting for the impact. She felt something slice through the air above her, followed by a heavy thud. Slowly she removed her arms from over her face and felt slightly relieved when she was no longer staring into the depths of the rats eyes. Instead, a large olive green foot, covered in scales was before her.

 _What the hell?_

She followed the limb up to its calf, then, it's knee. Before she could see anymore it moved away, returning back to the darkness.

"Are you okay?"

"Leather Head? Was that... that you?"

Seconds ticked off as she waited for a reply.

"Yes," he answered her. "You have been bitten. How badly are you hurt?"

Slowly she stood, and looked down at her bleeding hand. She winced, concerned for the bacteria that must have infected her body.

"Yeah. I'm fine," she replied quickly. _Good job I had my tetanus lately. But I still should get to a hospital and get proper treatment. I just hope the fool thing didn't have rabies._ She stood upright, still clutching her hand. She stared in Leather Head's direction.

"What ... your leg. You need to tell me. _Show_ me. Please, Leather Head. Help me understand what I just saw." Her words tumbled from her mouth quickly and raspy.

"It's difficult to explain," Leather Head replied, finally his voice low and whisper like. "I do not want to make you afraid."

"We have spent months talking to each other. I...would like to believe if your intention was to harm me.. you would have done so already."

"I do not intend to harm anyone. It was wrong of me to talk to you the very first day."

"But you did." She shifted her stance, firmly planting her feet in place. "I'm not going anywhere," she told him stubbornly.

She heard him sigh then his feet shuffle.

"If I show you... you must promise never to tell anyone. My life is complicated as it is. I do not need anyone else knowing of my existence."

"I give you my word, " she said earnestly. "I just need to know... for myself."

"Very well."

Amelia held her breath, waiting. She steeled herself, trying her best to prepare herself for what she was about to see.

Slowly, he crept from the tunnel until he stood before her. Wide eyed, trying desperately to not show her degree of shock, she took in the seven foot creature, which to her, appeared to be a bi ped croc. His size both his height and thickly muscled arms and legs, amazed her. His jaw was set in a horrible overbite, forcing the top row of razor sharp teeth to be visible. But, despite how massive, powerful and dangerous he appeared, it was the softness in his eyes that eased her. The yellow orbs looked down at her with a mixture of worry and fear. His chest rose and fell in nervous gasps. His vulnerability made her feel sorry for him and made her forget her fear. Slowly. She reached for his hand, placing it lightly on his wrist. She felt him flinch, as if he expected something much worse.

"You... are amazing," she told him earnestly, keeping a soothing tone to her voice. "You are more afraid then I am. I promise you. This stays between us. I will not tell anyone. I don't even want to think what would happen to you if the wrong people hunted you down."

She felt him grow ridged momentarily, and a change glazed over his eyes. He growled lowly, before he went to normal; unsure and shy.

"How? How did this happen?" She paused, thinking. She knew all too well of the outbreak that occurred a few years back. It stood a very strong memory in her mind. She never seen men so full of fear. "Were you infected with that virus?"

He shook his large head. "No. My story goes far back. I used to be-"

"Amelia! What the hell!"

Amelia jumped, spinning around so fast she almost fell over. Max stood behind her, gun raised and ready. His eyes were wide and he verbally shot off a round of vulgar language, in a dramatic expedition of shock.

She turned to tell the mutant to flee, but he had already disappeared into the shadows.

"Max, please. Put the damn gun down. You don't need it."

"What is that thing? That's it ! We are out of here! I knew you should never have been alone! What creep hangs out in the sewers in some kind of fool costume!"

"Max. Calm down. Please."

She watched as his eyes fell to her hand.

"You're hand. What the hell did he do to your hand!" He strengthened his stance once more. A wild, crazy look glazed his eyes, the vein in his neck bulged. "Son of a bitch! I told you it was unsafe -"Slight movement in front of them had him raising his arm, directing the muzzle towards the same tunnel Leather Head was hiding in. Without hesitation, he fired off a round into the shadows until there was nothing left but empty clicks.

A few eerie seconds hung in the air, as the sound of the last bullet faded. There was a flash of green, followed by a vicious animalistic growl and she felt something slam into her, forcing her body against the wall. Her back made a sickening cracking sound as it connected with the brick, and she fell limply to the ground. She wasn't sure how long she laid there. Helplessly she watched the action through blurred vision. A huge figure lunged at Max, who danced his way around the attack.

Closing her eyes, as if the simple action would give her the strength she needed to move, she rose to her feet. The sharp pain that ripped across her abdomen, had her placing her left hand against the wall for support, the other to her wound. When she turned her hand over, it was saturated with an alarming amount of blood.

"Oh, shit," she murmured, as she watched Max grab a piece of replaced piping, raising it in the air, threatening. A thin trail of red streaked along his forehead and lip. His coveralls were torn and hung around his waist. Leather Head bore fresh wounds where Max had connected a sharp tip of one of his tools.

"Help me," she begged but her voice was no louder than a tired whisper. When Leather Head whipped his massive head her direction, she froze. His once gentle eyes were now that of a savage hunter. His lips curled back in a vicious snarl and he let out an ear splitting roar. She didn't see the massive hand coming at her, connecting to her with the force equivalent of a freight train. White hot pain ripped through her body and she let out a scream so wild she barley recognized it as her own. Instantly she fell to the floor, lying in a twisted position. Her head rang, her vision blurred once more. She heard Max call out her name, but he sounded miles away. She felt as if she was sinking beneath water, drowning in a pool of darkness until it finally consumed her and she could hear no more.


	6. Chapter 6

A/N

Wait..what's this? Yes another chapter without waiting for months. I figured I owed it to my followers for a quicker turnout. I got to spend some time with my horse, Grace yesterday. Nice weather and some equine therapy always fills me with inspiration and drive to get to writing. Lets hope my muse stays with me.

Happy reading,

Mel!

Chapter 5

It was Amelia's scream that broke thru Leather Heads blind rage. When he regained control, he found himself standing, arm outstretched. the man she called Max dangled from a purposeful tight grip.

"Amelia!"the man called out, desperately. "Amelia!"

"Huh?" Leather heads eyes swept along the tunnel floor and stopped when he discovered a very still Amelia.

"What have I done?" he gasped suddenly feeling ill and dizzy. Max struggled, punching and clawing at the thick arm, desperate to free himself. Leather head grunted impatiently, tossing him against the wall. The man fell to the ground in a heap, unmoving. From where he stood, Leather head could see the slight rise and fall of Max's chest, confirming the man was merely unconscious. He turned his attention to the woman that laid by his feet, kneeling at her side. Her body laid twisted like a puppet whose strings were cut mid dance. Blood already soaked through the front of her suit, from her nose and forehead. She was alive, barley. He knew if he didn't act immediately, she would be lost forever.

Without hesitating, he reached for his shell cell tucked under his belt. Quickly he opened it and called the only other person he trusted; Donatello.

"I require your immediate assistance, my friend," he told the mutant turtle on the other end. "Meet me at my lair and it is impertinent you have the emergency equipment ready."

Donatello barley had a chance to reply before Leather head shut the phone, returning it to his belt. He leaned forward, placing one arm under Amelia's knee, the other under her shoulders. In one fluid motion, he stood and wasted no time heading back to the lair.

Donatello was already waiting when Leather head stepped into the lab. Two emergency bags sat on a table top, open and ready. The purple masked turtle took one look at the injured woman and instantly cleared a path to the emergency table.

"What happened? Where did you find her?" Don asked as he immediately went to work, assessing the woman's condition.

"I will tell you everything later," Leather Head said dismissively. " For now we must try to save her."

Don nodded as he took a pair of scissors, cutting her tattered black t - shirt up the centre. Leather Head saw the look on the turtle's face as he cleaned up the blood, his light brown eyes went from the ugly wound along her torso to Leather Head. He opened his mouth but the croc stopped him before he could ask anything.

"I will answer all of your questions later," he muttered miserably.

Side by side they worked; Leather Head monitoring her vitals while Don took on the task of suturing the wound. Suddenly the shrill alarm filled Leather Head's ears, bringing him to his feet. She was coding and he knew he had to work quickly. Time was no longer on his side.

"Leather Head, I don't know what else to do," Donatello said between adrenaline fuelled gasps. He compressed her chest, hoping to spark life back to her heart. The over sized croc thought quickly. They _had_ done all that they could, by textbook. However, it wasn't good enough. He wouldn't let the young woman's life be snuffed out without one last chance.

"I have an idea," he called over his shoulder as he raced to his lab. "All our research shall pay off this day. I hope."

Quickly, he grabbed the viles containing substances he and Donatello had been performing tests on; a small sample of mutagen Leather Head managed to save before the utroms laboratory was destroyed, a piece of the star chrysalis, and the sample they extracted from the outbreak epidemic. He worked along the mutant turtle, hoping they could extract the right combination from all three powerful sources, searching for answers to one or many illness that plagued their human counterparts. After calculating, he added the mixture into a vile, held it up and frowned.

 _I have no idea if this will even work. Our studies are not complete and we have not had an opportunity to effectively test our findings._ From the room across the hallway, he could hear the shrill pitch of the alarms, Donatello grunting with effort as he desperately tried to resuscitate Amelia.

 _This is insane. If I do not at least try, she dies. I am not guaranteed this will even work, but I owe it to her._

Without another thought, he drew the solution into a syringe and rushed to the emergency room. Leather Head motioned for Don to move aside and he plunged the tip of the needle deep into her thigh, pressing on the plunger, emptying the contents into her veins.

"What is that?" Donatello enquired.

Leather Head felt his eyes on him and instantly became uncomfortable. He explained what he had used. The look on his friends face didn't boost his confidence it was a good move.

"But we haven't-"

Leather Head raised a hand, silencing Donatello.

"I know. But if we don't take the chance, she will die anyway. And I can not allow that to happen."

The pair watched the woman, each holding their breath. For a few hopeful moments, it appeared she was improving. But, as quickly as their hopes were lifted, they were pulled out from under neath them. The readings on the monitors began to crash until there was nothing more but a steady buzz. Leather Head turned away, teeth gritted and eyes closed. His one and only chance had failed him.

Failed her.

He pushed Donatello out of the way, wasting no time positioning himself over Amelia, placing the heel of his massive hand, and commenced with compressions. He worked tirelessly for what seemed an eternity, blindly, desperate to save the young woman's life. Finally he felt Donatello's light touch on his arm, and he startled, turning on his friend with a glare in his yellow eyes, a dangerous hiss escaping his throat.

Donatello pulled back. "It's no use, L.H. You tried your best," he told him quietly.

Slowly, he lifted his hands away from the woman. Feeling massively dizzy, he stepped back, sinking into his chair.

"I have failed, " he lamented heavily. He looked at his friend, his eyes reflecting how helpless he felt. "This...is all my fault."

He swivelled in his chair facing his work bench and leaned forward, resting his elbows on the table and his head in his hands.

"Thank you for your assistance, my friend, " he muttered.

"Leather Head," Donatello began but his voice trailed. Leather Head wasn't paying attention, drowning out the voice with his own scolding thoughts.

He wished to be alone. He turned slightly, looking over his shoulder to request his friend to leave. The look on Don's face however stopped him.

The mutant crossed the floor, and worked quickly tending to Amelia's vitals.

"She is gone," he said through gritted teeth.

"But... she isn't," Don argued gently.

He moved slightly to the side so Leather Head could see the monitors. A faint but steady pulse fluttered across the screen, her oxygen and blood pressure levels steadily became stronger.

"Umm, L.H? She _is_ alive," Don confirmed.

Quickly, Leather Head swung around and instantly froze. Her body twisted, writhed. Her back arched, her eye lips fluttered. But her scream. Her torchered pain cry for help is what got to him. To see Amelia, the woman he had unnaturally developed feelings for, it got to him. He backed away, shaking his massive head as he watched the transformation. Her skin turned a mottled shade of green and grey, her lips an eerie shade of blue. Sickening cracking of what he assumed was bones echoed through the tiny lab. Everything was happening at rapid speed, which he assumed was due to the star chrysalis properties.

Before they had time to act, the monitors kicked back in. They held at a normal for only a few seconds before they spiked. Donatello went to her, releasing the restraints, putting enough weight to hold her thrashing body. He didn't have to ask what was happening. Leather Head was both amazed and fearful at the rate her body changed before them. Her body elongated until she spilled over the table. Her fingers and toes grew long, sharp claws. Her skin rippled until it hardened in a dark olive shade. A scream tore from her throat as a tail appeared. Leather Head firmly placed his hands on her legs until her spasms ceased.

"What did you do?" he enquired.

Don shook his head. "Nothing. It's like her body had to reboot from the change." Slowly, he faced the croc, a look of fear on his face. "L.H. What have you done?"

Leather Head stared at the now sleeping Amelia. His plan to save her life had worked. However, the outcome had left him wondering if it was the right choice. He had not expected a mutation so drastic. Her life would never be the same. Ever.

"We have done all that we can for now. The only thing now is to let her rest and let time take control."

Don nodded and covered her body respectfully with a sheet.

"Go home, my friend. There is no more to do but wait for her to recover, " Leather Head instructed.

"Are you certain, LH?" the purple banded turtle enquired.

The croc nodded. "I will be okay," he assured him.

Donatello gathered his things, placing them back into his bag, slinging the strap over his shoulder. "Call me if anything changes," he told him and quietly left Leather Head's station lair.

Once he was alone, the giant mutant set up a monitor and went to bed where he fitfully fell asleep only to be plagued with nightmares of him attacking Max and Amelia. Finally he laid awake, listening to the sound of her steady breath that sounded over the monitor. A tear born out of frustration glazed his eye.

"I am nothing but a monster," he muttered miserably.


	7. Chapter 7

AN

First of al I would like to thank all of you that have read and reviewed. I love reading them and hearing from you. The muse hasn't left me yet and I seem to be back into my writing groove.

Happy reading,

Mel!

Chapter 6

The moment she gained conciseness, Amelia knew something was very different.

And very wrong.

She wasn't sure how long she was unconcious. Every breath she took in and let out burned her chest, causing her to writhe under the pressure. It wasn't pain exactly. She couldn't describe it. She remained still, surprised at how much her senses seemed to be open. Sounds echoed loudly in her head. Water, dripping from condensed pipes to the sewer floor sounded like shot gun. The claws of a mischief of rats, scratching against the brick as they roamed the tunnels for food echoed in her head. Sounds that she wouldn't give second thought to held her head in a vise and she wondered if this is how a deaf person felt when they were given back the gift of hearing.

Slowly, she opened her eyes, startled instantly of the clarity of her sight without the aid of her glasses. So startled, that she quickly closed them again against the blinding array of hues. It wasn't until she brought a hand to her forehead and felt the pinch against her skin that she opened her eyes once more. She held her hand in front of her face and instantly went numb.

 _This isn't right! What is going on?_

Long sharp claws replaced her stubbed nails. The skin was thick, the colour a mix of grey, black and green. She brought her other hand into view to compare. Slowly, she rotated both hands, examining her palms and the back of her hand equally. She felt fear tightly grip her, and it was only out of sheer desperation of trying to make sense of what was going on, did she find enough courage to pull back the blankets. She gasped when she saw her naked state. The remains of her tattered clothes hung loosely on her body, clinging to newly developed muscles on her long legs and arms. She brought her trembling hands to her exposed abdomen, refusing to accept that the soft pale skin was now replaced with a shield of green scales. Pressing a fingertip on the protuberance of her hip, she traced an invisible line along the outside of her thigh, dropping off her leg, bringing her hand to a spined tail.

 _Huh?_

She pondered for a moment, trying to wrap her mind around what she was discovering. Instantly she brought her hands to her face, the only part she wasn't able to see. Desperately, she looked around, hoping to find something that would work as a make shift mirror. She grabbed a steel basin off of a counter top to her right, flipped it upside down and peered into it. The image was blurred but she could make out enough of her reflection to see the elongated snout that replaced her human features. Her dark hair clung in a matted mess to her forehead,

Her eyes were wide with fright and another long howl erupted from her throat.

"What has happened to me?" she whimpered, panicked. She looked around, this time taking in the room. Medical tools, needles and surenges covered stainless steel tables. An iv connected to the back of her wrist, a clear bag of solution was on the other end.

 _Where am I? Some sore of experiment laboratory?_

Desperately, she grabbed the line, violently ripping it out of her arm, wincing from the sharp sting.

She tossed the sheet aside and swung her legs over the side of the bed. She slid to the floor, where she immediately fell to her knees, her claws grasping at the mattress, gaining purchase on the sheets. They didn't hold her weight and pooled around her body as they slipped off the bed. Amelia balled her hands into tight fists, banging them against the floor as tears of frustration and fear slid down her cheek.

"I don't understand!" she shouted in to the air. Her sensitive hearing picked up motion from across the room. In her confusion she hadn't even noticed him.

Quickly, she swung her head in his direction."You?" she gasped. "But... why? what have you done?"

"Please, Amelia. You must try to calm yourself," Leather Head spoke gently, smoothly as he took a few careful steps towards her.

Desperately, she tried getting to her feet once more, using the mattress for leverage. Her elongated limbs trembled beneath her in betrayal. She half stood, her upper body leaning on the bed as she teetered on her legs.

"I helped you, Amelia. Please listen. You were hurt and this was the only way I could help you."

Her eyes widened. "By turning me into...a creature like yourself ? Tell me," she paused, her voice raspy with pain and anger. "Was it you that killed those people?"

Leather Head shook his massive head. "No. Please. You must calm yourself and listen. I have so much to tell you. I-"

A pillow flying towards him cut him off abruptly. He reached out, catching it mid air, but the distraction was enough to give Amelia the chance to launch her self further across the room, heading to a back entrance.

"You should not go out there alone," he called after her, tossing the pillow back on the mattress and chased after her. He moved over the threshold and into the tunnels it exited to, to find it completely empty. The head of the tunnel opened up into several options she could have taken. Knowing it would be better to ask for help, he reached to the inside of his belt, withdrawing his own shell cell.

"Donatello. I need your help once more, my friend. Amelia. She has ran off through the tunnels."

"Sure thing, Leather Head. I will get my bros and we will go and help you look for her. We will meet you at your place shortly."

"No. I...I think I will stay here. In case she returns," he lied. He knew full well he was the last being she wanted to see. "She headed to the south tunnels. That would be your best place to start looking."

"Okay. We will contact you as soon as we find something."

"Thank you," he said graciously before he closed his cell, returning it to its pocket. He sighed miserably, curling his fingers into a large fist, pressing it against the wall of his lab. How could he face her? After all that he done to her, changing her. She hated him. It was in her voice, her eyes. He didn't blame her. It was all his fault.

Miserably as he lowered himself into his chair at his desk, where he scanned the monitors, in hopes of seeing the scared woman.

 _My friends, find Amelia. Before any more tradegy falls upon her._

xxxx

Amelia pushed past the searing pain that burned through her legs as she weaved through the intricate tunnels, desperate to put as much distance between herself and Leather Head before she allowed her self to rest. She soon grew frustrated when one turn started to look like another. She became disoriented, having no clue where she was or where she was headed.

 _I don't remember this part at all. These tunnels have not been used in many years. I have no idea where I am going._ Reluctantly she stopped, pressing her back against the sewer wall and slid to the floor. She leaned forward, pressing her forehead against her knees, resisting the urge to cry out in pain and frustration, fearing if she did so it would give away her location.

Amelia took a few deep cleansing breaths, desperate to clear her mind and harness the pain that filled her body like rapid fire. She felt her stomach churn, rebelling against her until she was nauseous over and over. Finally, she rolled her head backwards until it hit brick.

 _What am I going to do? Where am I going to go? Do I dare return and demand he change me back?_ Then she froze, running her fingers through her tangled tresses. _Is it even possible for me to change back?_

Sitting in the dark, the only thing the woman could hear was the faint trickle of water, something scurrying in the darkness. And then a voice.

"Amelia?"

The male voice was gentle enough to grab her attention. Cautiously, she turned, and used her sharp vision to see who was there. It wasn't Leather Head, but instead another creature. Dark brown eyes peered at her from behind a blue mask.

"Amelia," came the calm voice again. "I am hear to help you."

The fight was out of her and at this point, she couldn't care less what this creatures intentions were. He was closer now, only a few feet before her. She could see the muscular arms, legs. She examined the odd plating on his chest and quickly came to a conclusion.

 _Turtle? So the stories are true? Carl wasn't a raving lunatic after all._

She felt a lump of fear rise into her throat and she wrapped her arms around her body, hugging herself tightly. She turned her head refusing to look at him anymore.

"Don't be afraid. I know a lot has happened so quickly but you have to trust me." There was a long drawn out pause. "You are not alone."

"Not alone? How many of you ...things... are there?"

The turtle moved one step towards her. Instinctively, she rose to her feet, desperate to move away from him. Her faith in their intentions was gone and she felt a sliver of anger rush through her mind at how stupid she was to let her guard down and entrust that not all beings living in the sewers were evil. She had been open minded, and it bit her. Bit her badly.

"We have done nothing. Our friend saved you. If you come with me we can talk to you. I am Leonardo. "

Despite that he was calm and patient, Amelia still kept on a high alert. Was he waiting for her to fall for some lie that they would help her? She wasn't buying any of it. He moved slightly, and she caught a slight glimpse of something on his back. A leather belt circled his waist, and slung over one shoulder.

 _Weapons? He is carrying weapons?_

She took a few steps away from him, frantically taking short glances all around. She was desperate for the quickest route to get away even though she had no idea where she was going to go.

She watched cautiously as Leonardo reached inside his belt, withdrawing an odd shaped object. He pressed it to the side of his head, and she realized it was some sort of phone.

"Don, I found her, " he spoke, his eyes never leaving her. He gave their location before he closed the phone, returning it to its hiding place.

 _He called for back up?_

She spun, bolting in the opposite direction. A soft whoosh blew buy her ears and Leonardo appeared before her only a few feet away. She skidded to a stop to avoid colliding with him.

"How did you-" her voice trailed off as she realized she was trapped with no easy way out. Her gaze drifted to the razor sharp claws that replaced her stubby nails. She could fight her way out if she had to.

"Leave me alone," she begged. Violence was not the way she wanted this to end, but she had to protect herself.

Leonardo's eye ridges narrowed, and he strengthened his stance. "Why can't you see I am trying to help you," he said impatiently.

 _Help me what? Be some sort of experiment?_

It was very clear he wasn't moving on his own. Time to take matters into her own hands. She coiled on her legs, pressing through her heels, launching herself through the air, arms raised and ready for a confrontation. Before she could bring her claws down onto him, she felt something ram against her torso, stopping her instantly. She turned, finding her self at the end of a long wooden staff. On the opposite end was another turtle.

"I think you should listen to my brother," he said. His voice was gently and smooth, yet firm. She took a few large breaths, giving herself a few moments to calculate the situation.

Ignoring him, she made a grab for the BO, only to find her self on her bottom. She didn't even see the quick change of hand, the swooping of wood from pointing at her chest, to pressing against her legs, toppling her. A loud gasp of surprise escaped her throat and when she looked up, she saw four sets of eyes looking down at her. She uttered a quiet moan of hopelessness as she realized there was no way she was going to get out of this situation.

"Chill, dudette. You sure know how to make introductions difficult."

Her eyes went to the turtle wearing an orange bandanna. The other three sets of eyes appeared cautious, weary but this one, his blue eyes seemed relaxed, inviting.

 _You can't trust them. Look what happened because you let your guard down once already. Don't be a fool, Amelia._

She sat quietly in a stare off, refusing to break. Finally the larger of the four broke from the group and came forward, kneeling before her.

"Listen. We ain't going to hurt you," he said in a gruff New York accent. "You have to trust us."

"I apologize if my bro, Leo has intimidated you. He tends to give off the wrong vibe at times, " the orange masked one piped up, pushing his 'brother' to the side. She caught the glare Leonardo gave him, and heard the playful chuckle that came from the other. He joined the one in front of her, kneeling as well, issuing her a genuine friendly smile. "Hey, I'm Michelangelo. Aka the turtle titan, the cute one... and my personal favorite, The Battle Nexus Champion." He elbowed the darker turtle next to him in the side and winked playfully.

The other turtle snorted, rolling his amber eyes.

"FYI. Listening to Mikey can rot your mind," he growled, reaching out, giving Michelangelo a friendly punch to the shoulder.

Michelangelo danced to the side, putting space between them, shouting out a loud and very dramatic, "Ow!"

He turned to her, mischief glistening in his eyes. "Don't mind Raphael. His bark is worse than his bite. He just has a hard time admitting how totally epic this whole package is."

Raphael brought a hand to his face in a face palm. "I don't blame her if she wants to take off."

The one that held her at bay with the BO pushed between them with an impatient sigh.

"Please ignore them. They are a lot to take in all at once," he said, shooting them a _you're not helping_ _glare_ _._ Before Michelangelo could utter a single syllable, Raphael coiled his thick arm around his head, silencing him.

"Don't say it, Chuckle head," he warned, moving both of them out of the way.

The turtle placed his weapon on the ground between them and held out his three fingered hand.

"I'm Donatello," he said gently. He waited for her to accept his gesture. She stubbornly didn't. "I understand all that you have been through has been frightening not to mention confusing. I can explain it all, if you give me a chance."

 _She stared at his hand, considering. What do you have to loose? You want answers and he says he can give them to you. And it is very clear they are not going to leave without you. I have no where to go... maybe I_ should _stop being difficult and_ _give them a chance._

She took a deep breath in before exhaling loudly in defeat.

"Okay. Explain. Tell me why I should trust you. Tell me why you did this to me."

"It was the only way to save you. Your wounds were severe and if we didn't resort to such a drastic treatment, you would have... well.. to put it bluntly, died."

She felt chills run along the back of her neck. "But, why did you save me?"

Don pulled back his hand and knelt down only a few inches from her. "It's kind of a thing we do," he said. "We are not blood thirsty monsters. We value life and try to preserve it the best we can." A small smile tugged on the corner of his mouth. "Leather Head was pretty determined to save you."

"He was?" she asked, confused. "But he...last thing I remember was him being all angry. He fought like a vicious creature." He raised her hand to her face, pinching the bridge of her nose between her fingers as snippets of vivid flash backs flickered through her mind. "He hit me. The claws. The teeth. I don't remember much else."

"Yeah, he has a slight personal problem," Don explained. "He is struggling with a lot within. Things he can't control. When his...more unfriendly side is brought to the surface, he can not control what happens."

"We call it the Bruce Banner Effect," Michelangelo piped up.

"Mikey," the trio groaned. Raphael raised his arm, but the orange banded turtle dodged the swat in time, chuckling playfully as he moved behind an unimpressed Leonardo.

"So, you are saying it was all an accident?"

Don nodded sombrely. "Yes. An unfortunate one."

"But... how? How did you do this?"

"Leather Head and I are studying many different substances that we have encountered. The only way to save you was to administer something that has transforming agents such as mutagen, and star crystal fragments. "

Amelia gave him a blank look. "Mutagen is the the only one that sounds familiar." She frowned.

"Mutagen is what transformed us," he continued. He explained briefly how they were transformed from normal turtles and the star chrysalis that transformed t heir friends from the underground. "Trust me. It was total last resort."

Amelia hummed thoughtfully, mulling over what Donatello told her. They saved her. She was different now, but at least she was alive. She at least owed them gratitude.

Easing slightly, she raised to her feet. "Thank you," she said, awkwardly.

"Come back to the lair with us. You don't have to be alone. We can help you," Leonardo said, appearing at her side.

"How do I know I can trust you?" she shot back.

Leonardo shrugged. "I don't blame you for not trusting. At least return with us and rest. Then you can leave if you so choose to."

Amelia eyed him suspiciously. "I can?"

Leonardo nodded. "Of course. You have my word."

She sighed. "Very well, " she agreed reluctantly, still unsure of the four mutants that surrounded her. If anything, it would give her a chance to get accustomed to her new body and allow her plan of action. One that will take her away from the sewers and into hiding on her own.

"Epic!"Michelangelo cheered as they headed through the tunnels. "Do you like comics? I have a ton. Movies too. Wait to you see the lair. You will be impressed with what Donatello has done with the place."

Amelia issued a half smile at the exuberant mutant. "Is... there any more of you? " she asked.

"One more," Leonardo informed her. "Our Sensei, Master Splinter."

"Yeah he is a four foot tall rat," Mikey added. "You will love him!"

"A mutant rat. Why am I not surprised," Amelia mumbled from behind the group, wondering how many other surprised awaited her.


End file.
